Directors Report of Share Samadhan Ltd.

Mar 31, 2025

Your Directors are pleased to present the Fourteenth (14^th) Annual Report of Share Samadhan Limited ("The Company") along with Audited Standalone & Consolidated Financial Statements for the financial year ended 31^st March, 2025.

Further in compliance with Companies Act 2013, ("the act") and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations"), the company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the company.

Financial Information

STANDALONE FINANCIAL RESULT OF YOUR COMPANY FOR THE YEAR ENDED 31^st MARCH 2025 ARE SUMMARIZED BELOW

(Amount in Thousands)
Particulars	For the Financial Year ended
	31-Mar-25	31-Mar-24
Revenue from Operation	88,714.69	92,823.54
Other income	7,218.54	1,256.35
Total Income	95,933.23	94,079.89
|lotal Expenditure	66,029.19	43,202.82
Profit before prior period Items, Exceptional Items,	29,904.04	50,877.07
Extraordinary Items and Tax
|Less: Exceptional Items	-	-
Profit/ Loss before Tax	29,904.04	50,877.07
Current Tax	7,568.35	13,120.51
Deferred Tax Expense /(Credit)	(787.52)	62.96
Income Tax Paid for Prior Year	272.53	-
Total Expense	7,053.36	13,183.47
Net Profit / Net Loss after Tax	22,850.68	37,693.60
Earnings per Share Face Value Rs. 10
|Basic	2.12	4.46
Diluted	2.12	4.46

The standalone & consolidated financial statements of the company for the financial year ended March 31, 2025 have been prepared in accordance with Accounting standards (AS) as notified by the Institute of Chartered Accountants of India (ICAI) and as amended from time to time.

CONSOLIDATED FINANCIAL RESULT OF YOUR COMPANY FOR THE YEAR ENDED 31^st MARCH 2025 ARE SUMMARIZED BELOW

(Amount in Thousands)
Particulars	For the Financial Year ended
	31-Mar-25	31-Mar-24
Revenue from Operation	14,4372.87	98,328.62
Other income	7,517.6	1,283.94
Total Income	15,1890.47	99,612.56
|lotal Expenditure	97,787.69	44,970.85
Profit before prior period Items, Exceptional Items, Extraordinary Items and Tax	54,102.78	54,641.71
|Less: Exceptional Items	-	-
Profit/ Loss before Tax	54,102.78	54,641.71
Current Tax	14,051.17	14,102.44
Deferred Tax Expense /(Credit)	(787.52)	62.96
Income Tax Paid for Prior Year	324.35	-
Total Expense	13,588	14,165.4
Profit before Minority Interest	40,514.78	40,476.31
Minority Interest	9,052.46	1,375.01
|Profit /(Loss) after Minority Interest	31,462.32	39,101.30
Earnings per share Face Value of Rs. 10
|Basic	2.92	4.46
Diluted	2.92	4.46

Operation and Performance of the Company

The highlights of the company''s performance are as under:

• The company has earned revenue from operation amounting to Rs. 88,714.69 thousand during the year as compared Rs. 92,823.54 thousand.

• Net profit after tax is 22,850.68 thousand in the financial year 2024-25 as compared to 37,693.60 thousand during the previous year.

Dividend

No dividend has been recommended by the board of the company for financial year 2024-25. Transfer to Reserve

The company does not transfer any sum to the general reserve of the company.

Reserves

The accounting standards permit that the amount in the profit after tax stands are included in the Reserve & Surplus. Therefore, the profit after tax of Rs. 22,850.68 thousand has been proposed to be carried forward to the Reserve & Surplus by the Board.

Public Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Change in Nature of Business

During the year under review, the company has not changed its business.

Change in The Name of the Company

During the year under review, there was no change in the name of the company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provision of Section 125(2) of the Companies Act 2013 do not apply as there was no dividend declared and paid in past years.

Change in The Directorship Following are the directors were appointed / resigned during the financial year:
Name of Director	Designation	Appointed /Resignation
Mrs. Purvi Pathik Shah	Independent Director	Appointed on 7th February, 2025
Mr. Sunil Kumar Bhansali	Independent Director	Resigned on 03rd December, 2024
Mrs. Neha Baid	Independent Director	Resigned on 27th March, 2025

Holding, Subsidiary, Associate Companies

Your company has the following Subsidiaries and Wholly owned Subsidiary companies.

NYAYA MITRA LIMITED	SUBSIDIARY
WEALTH SAMADHAN PRIVATE LIMITED	WHOLLY OWNED SUBSIDIARY

Share Capital

The Authorized capital of the company is Rs. 20,00,00,000/- (Twenty Crore Only) and the Subscribed, paid up & issued capital of the company is Rs. 12,27,01,030/- (Twelve Crore twenty-seven lakhs one thousand thirty only).

Directors & Key Managerial Personnel

As on March 31, 2025, the Board of Directors of your Company comprises of 6 (Six) Directors out of which 2 (Two) are Non-Executive Independent Directors and 3 (Three) are Executive Directors and 1 (One) is Non-Executive Director. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") of the Company exercises due diligence inter-alia to ascertain the ''fit and proper'' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

Sr.no.	Name of Director	Designation
1	Mr. Abhay Kumar Chandalia	Chairman and Managing Director
2	Mr. Vikash Kumar Jain	CEO and Director
3	Ms. Shrey Ghosal	Executive Director
4	Ms. Sneha Kaur	Non-Executive Director
5	Ms. Prisma Jain	Non-Executive Independent Director
6	Ms. Puri Pathik Shah	Non-Executive Independent Director
7	Mr. Kumar Rishi	Chief Financial Officer and Company Secretary
Disclosure of Relationship between Directors inter-se
Sr.no.	Name of Director	Relation with Other Director
1	Mr. Abhay Kumar Chandalia	None
2	Mr. Vikash Kumar Jain	None
3	Ms. Shrey Ghosal	None
4	Ms. Sneha Kaur	None
5	Ms. Prisma Jain	None
6	Ms. Puri Pathik Shah	None
7	Mr. Kumar Rishi	None

Directors Disclosures

Based on the declarations and confirmation received pursuant to Section 164 and 184 of the Act, none of the directors on the board of your company are disqualified from being appointed as Directors. Further the company has received the declaration from all the Independent Directors as per the section 149(7) of the act and the board is satisfied that all the Independent Directors meet the criteria of Independence as mentioned in Section 149(6) of the act. Further declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rule, 2014 as amended by Ministry of Corporate Affairs ("MCA") vide its notification dated 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for independent directors, had been received from all Independent Directors.

Board Evaluation

The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.

The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

Board Committees

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The details of the Board Committees of your Company are as follows:

Audit Committee("AC")

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:

Sr.no.	Name of Director	Designation	Category of Director
1	Ms. Purvi Pathik Shah	Chairman	Independent Director
2	Mr. Abhay Kumar Chandalia	Member	Executive Director
3	Ms. Prisma Jain	Member	Independent Director

Stakeholder Relationship Committee("SRC") The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:
Sr.no.	Name of Director	Designation			Category of Director
1	Ms. Purvi Pathik Shah	Member			Independent Director
2	Ms. Sneha Kaur	Chairman			Non-Executive Director
3	Mr. Abhay Kumar Chandalia	Member			Executive Director
Nomination and Remuneration Committee ("NRC") The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. The Nomination and Remuneration Committee consists of the following members:
Sr.no.	Name of Director		Designation	Category of Director
1	Ms. Purvi Pathik Shah		Chairman	Independent Director
2	Ms. Prisma Jain		Member	Independent Director
3	Ms. Sneha Kaur		Member	Non-Executive Director

Whistle Blower Policy / Vigil Mechanism Policy

In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

The whistle Blower Policy / Vigil Mechanism Policy of the Company is available on the Company''s website at https://sharesamadhan.com/investors

Board meeting held during the year

The Board meets at regular intervals inter -alia to discuss and review various matters including business performance, business strategies and policies. The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act.

Corporate Governance

Since your Company''s Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ''Code'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre -clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Compliance with Secretarial Standards

During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS -1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

Director''s Responsibility Statement

As required under Section 134 of the Act, the Directors of the Company state that:

I. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of its profit and loss for the period ended on that date;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Director had prepared the annual accounts for the year under review on a ''going concern'' basis; and

V. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate an d operating effectively.

Corporate Social Responsibility ("CSR")

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

Particulars of Loans, Guarantee, Or Investments Made Under Section 186 Of The Act

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has given Loans to F Mec International Financial Services Limited of Rs. 1,00,000 thousand on 26^th July 2024 and Rs. 5,000 thousand on 6^th March, 2025 Respectively at the rate higher than the bank rate.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for prevention of Sexual Harassment at workplace" and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company''s Website at https://sharesamadhan.com/investors

Details of Significant Material Orders Passed by The Regulators/Courts/Tribunal Impacting the Going Concern Status & Company ''S Operation in Future

During the year under review, your Company has not received any significant/ material orders passed by any of the Regulators/Courts/Tribunals impacting the Going Concern status of the Company and its operations in the future.

Annual Return

The Extract of Annual Return of your Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company''s Website at https://sharesamadhan.com/investors

Cost Records

The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.

Remuneration of Directors, Key Managerial Personnel & Senior Management

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure A".

Disclosure Regarding the Issue of Employee Stock Options

Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review.

Management Discussion and Analysis Report

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the Listing Regulations, the Management Discussion & Analysis Report forms part of this Report and is enclosed herewith as "Annexure B".

Secretarial Auditor and Their Report

The Company had appointed Manoj Verma & Associates., Company Secretaries, Delhi as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2024 -25. The Report of the Secretarial Audit is annexed herewith as "Annexure C".

Independent Auditors and Their Report

M/s. K.S. CHOUDHARY & CO., Chartered Accountants, Delhi (FRN: 508095C) were appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years.

M/s. K.S. Choudhary & Co., Chartered Accountants, Delhi, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2025, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor ''s Report are self- explanatory is annexed herewith as "Annexure D"

Internal Auditor and Their Report

The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. The Company has appointed BMRD & Associates, Chartered Accountants, Delhi as an Internal Auditor of the company according to the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year 202425. The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls.

Acknowledgement

Your Directors take this opportunity to offer their sincere thanks to the Shareholders, regulatory authorities including Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial Institutions and Customers of the Company for their continued support and trust. Your Directors also like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company.